SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2013 |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
(12) SUBSEQUENT EVENTS |
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On October 3, 2013, the Company made additional payments of costs and expenses as required in the Del Mar ATA, totaling $1,717,022, to release the liens on all of the assets acquired by the Company under the Del Mar ATA. |
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On October 11, 2013, the Company issued 400,000 stock options to an employee, with 10% of the options vesting six months after the date of issuance and the remaining options to vest monthly over the next 36 months subject to continuing employment with the Company. The options have an exercise price of $5 per share and a contractual term of 5 years. |
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On October 29, 2013, the Company and Europa, with the agreement of Del Mar, amended the Europa Agreement and the Del Mar ATA to acknowledge that the Total Up Front Cash Payment due from the Company under the Del Mar ATA and Europa Agreement shall not exceed $12,000,000; that the Company would receive a credit on a dollar for dollar basis of the Cash Payment and all costs and expenses paid under the Del Mar ATA over $8,000,000, against all fees due Europa under the Europa Agreement or the Del Mar ATA; and acknowledged receipt of $8,241,319 having been paid by the Company in such Cash Payment and costs and expenses. |
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On October 29, 2013, the Company also entered into an Exclusivity Agreement with the consultant to Europa under the Europa Agreement under which the Company advanced $25,000 to such consultant for services related to the purchase of Qualified NIBs associated with the $400,000,000 in life insurance policies under the Del Mar ATA. |
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On November 5, 2013, the Company entered into an Amended and Restated Promissory Note (the "Amended Note") that amended the $2,999,999 secured note reference in Note 7 above regarding its initial purchase of NIBs as follows: (i) the Amended Note was payable to Del Mar rather than its initial payee (ii) the due date of the Amended Note was extended from December 31, 2013, to April 11, 2015; (iii) the Amended Note provided that in the event that $400,000,000 of Qualified NIBs have been acquired by the Company in accordance with the Del Mar ATA or otherwise were accepted by the Company, even though not meeting the precise definition of "Qualified NIBs" in the Del Mar ATA, and the Company issues a bond prior to April 11, 2014, the then outstanding principal balance of the Amended Note shall be reduced to $2,000,000 (if the then outstanding principal balance exceeds $2,000,000 at the time); (iv) at any time after April 11, 2014, until the Maturity Date, the Company shall have the option, in its sole discretion and without qualification, and on five days notice to holder, to decrease the then outstanding principal balance of the Amended Note to $1,500,000; provided, further, that upon the exercise of such option, the Collateral described in the Pledge Agreement regarding such notes shall be reduced from 50% to 40% of the Company's NIBs; and (v) the Amended Note may be prepaid, in whole or in part, by the Company at any time without penalty. Any net death benefit or bond proceeds paid to maker or the Company in connection with the assets purchased under the PCH NIBs Transfer Agreement dated March 11, 2013, shall be used to prepay the Amended Note; provided, however, no such death benefits or bond proceeds paid to the maker or the Company shall be accounted for in any manner that would cause the Company to not receive the full benefit of the reductions of the principal balance of the Amended Note outlined in items (iii) and (iv), above, without qualification, except the conditions outlined in items (iii) and (iv), above. The Amended Note also provided that notwithstanding anything herein or in any agreement referenced herein to the contrary, once accrued interest and $1,500,000 has been paid, the Amended Note shall be deemed to be paid in full, and all collateral shall be the sole and separate property of the Company, without exception. The Company may set off any claim it has against holder in payment of the Amended Note, without qualification." |
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On November 5, 2013, the Amended Note was assigned by the Company to Del Mar; Del Mar assigned it to another party for $1,000,000 retaining a buyback option (the "Buyback Option") for a period of 12 months from the date of the assignment of the Amended Note to buy back the Amended Note at a price equal to the $1,000,000, plus an additional 2.0% for each month (whole or partial) that had elapsed from the date of the assignment to the date that the Buyback Option is exercised (the "Buyback Price"). Further, notwithstanding the foregoing, the Buyback Price shall in no circumstances be less than an amount equal to $1,120,000.00 (the "Minimum Buyback Price"). The Company acquired this Buyback Option from Del Mar on the same date, with the provision that it would revert to Del Mar if it had delivered and the Company had accepted $400,000,000 of Qualified NIBs under the Del Mar ATA. |
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Subsequent to the quarter ended September 30, 2013, the Company sold 1,384,000 common shares for aggregate gross proceeds of $6,920,000. All subscriptions have been paid except three of the investors' subscriptions are due, respectively, on November 18, 2013 ($2,000,000); November 30, 2013 ($3,000,000); and December 15, 2013 ($1,500,000). The Company is obligated to pay introduction fees on these three investors' funds, on receipt of these funds, equal to 8% of the gross proceeds thereof or $520,000. It has paid $6,400 in introduction fees on two other subscriptions received and paid subsequent to September 30, 2013. $100,000 was also received for 20,000 of the shares that were subscribed in the quarter ended September 30, 2013. These shares have not been issued; nor have 170,500 shares subscribed for during the quarter ended September 30, 2013. |